UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (Amendment No. )

                             FRONTIER AIRLINES, INC.
                                (Name of Issuer)

                      ORDINARY STOCK, PAR VALUE $.025 PER SHARE
                         (Title of Class of Securities)
                                    359059102
                                   ----------
                                 (CUSIP Number)

                                  JULY 06, 2007
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

      |_|      Rule  13d-1(b)
      |_|      Rule  13d-1(c)
      |X|      Rule  13d-1(d)

      *The  remainder  of this cover  page  shall be filled out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

      The information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).



CUSIP  No. 359059102

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1)     Names  of  Reporting  Persons.
       I.R.S. Identification Nos. of Above Persons (entities only)
SAM LIAO & VICTORIA LIAO
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2)     Check the Appropriate Box if a Member of a Group                 (a) |_|
       (See Instructions)                                               (b) |_|

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3)     SEC  Use  Only

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4)     Citizenship  or  Place  of  Organization
       USA
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     Number  of  Shares     5)     Sole  Voting Power         0
     Beneficially           ---------------------------------------------------
     Owned  by  Each        6)     Shared  Voting  Power      3,113,684 SH
     Reporting              ---------------------------------------------------
     Person  With           7)     Sole  Dispositive  Power   0
                            ---------------------------------------------------
                            8)     Shared  Dispositive  Power 3,113,684 SH

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9)     Aggregate  Amount Beneficially Owned by Each Reporting Person

     3,113,684
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10)     Check  if  the  Aggregate  Amount  in  Row  (9)  Excludes
        Certain  Shares  (See  Instructions)                                |_|

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11)     Percent  of  Class  Represented  by  Amount  in  Item  9

      8.50%
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12)     Type  of  Reporting  Person  (See  Instructions)

     IN
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ITEM  1.

(A)     NAME  OF  ISSUER
  FRONTIER AIRLINES, INC

(B)     ADDRESS  OF  ISSUER'S  PRINCIPAL  EXECUTIVE  OFFICE
  7001 TOWER ROAD. DENVER, CO 80249

ITEM  2.

(A)     NAME  OF  PERSONS  FILING
    SAM LIAO & VICTORIA LIAO

(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE 3500 W. OLIVE
    AVE. #650
    BURBANK, CA 91505

(C)     CITIZENSHIP
     USA

(D)  TITLE  OF  CLASS  OF  SECURITIES
    COMMON STOCK

(E)     CUSIP  NUMBER

     359059102

ITEM  3.

      If this statement is filed pursuant to rule 240.13d- 1(b), or 240.13d-2(b)
or (c), check whether the person filing is a:

      (a)   ___  Broker or dealer  registered  under  section  15 of the Act (15
            U.S.C. 78o).

      (b)   ___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

      (c)   ___ Insurance  company as defined in section 3(a)(19) of the Act (15
            U.S.C. 78c).

      (d)   ___ Investment  company registered under section 8 of the Investment
            Company Act of 1940 (15 U.S.C. 80a-8).

      (e)   ___   An   investment    adviser   in   accordance   with   240.13d-
            1(b)(1)(ii)(E).

      (f)   ___ An employee  benefit plan or endowment  fund in accordance  with
            240.13d-1(b)(1)(ii)(F).

      (g)   ___ A parent holding  company or control  person in accordance  with
            240.13d-1(b)(1)(ii)(G)

      (h)   ___ A savings  association as defined in section 3(b) of the Federal
            Deposit Insurance Act (12 U.S.C. 1813).

      (i)   ___ A  church  plan  that is  excluded  from  the  definition  of an
            investment  company under section 3(c)(14) of the Investment Company
            Act of 1940 (15 U.S.C. 80a-3).

      (j)   ___ Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

ITEM  4.     OWNERSHIP. EXIBIT A

      Provide the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

      (a)   Amount beneficially owned: 3,113,684



      (b)   Percent of class: 8.50%

      (c)   Number of shares as to which the person has:

      (i)   Sole power to vote or to direct the vote: 0

      (ii)  Shared power to vote or to direct the vote: 3,113,684

      (iii) Sole power to dispose or to direct the disposition of: 0

      (iv)  Shared power to dispose or to direct the disposition of: 3,113,684

ITEM  5.     OWNERSHIP  OF  FIVE  PERCENT  OR  LESS  OF  A  CLASS

If this  statement  is being filed to report the fact that as of the date hereof
the  reporting  person has ceased to be the  beneficial  owner of more than five
percent of the class of securities, check the following |_|.

ITEM  6.  OWNERSHIP  OF  MORE  THAN  FIVE PERCENT ON BEHALF OF ANOTHER PERSON

          N/A

ITEM  7.  IDENTIFICATION  AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
          THE  SECURITY  BEING  REPORTED  ON  BY  THE  PARENT  HOLDING  COMPANY

ITEM  8.  IDENTIFICATION  AND  CLASSIFICATION  OF  MEMBERS  OF  THE  GROUP

          N/A

ITEM  9.  NOTICE  OF  DISSOLUTION  OF  GROUP



ITEM  10.     CERTIFICATION.

By signing below we certify  that, to the best of our knowledge and belief,  the
securities  referred to above were not acquired and are not held for the purpose
of or with the effect of  changing or  influencing  the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.

Dated:    JULY 06, 2007

                                     By: /s/
                                        ----------------------------
                                        Name:  SAM LIAO